Terms of Service

1. Parties and Acceptance

These Terms of Service ("Terms") are an agreement between Dutiva Canada Inc. ("Dutiva," "we," "us," or "our") and the person or organization accessing or using the Dutiva platform ("Customer," "User," "you," or "your").

If you access or use Dutiva for an organization, that organization is the Customer under these Terms, and you represent that you have authority to accept these Terms on its behalf. You must be at least 18 years old and legally able to enter into these Terms. If you do not agree, you must not access or use the Service.

2. The Service

Dutiva is a Canadian HR compliance software-as-a-service platform for employers, HR teams, and business operators. Depending on your plan and enabled features, the Service may include:

• HR document templates, generated drafts, saved document workflows, exports, and workspace review tools.
• Jurisdiction-specific HR compliance guidance, checklist workflows, employer profile context, and employee-lifecycle workflow support.
• AI-assisted Advisor responses, document generation support, and practical workflow guidance.
• Billing, plan gates, usage metering, beta features, and optional electronic signature workflows.

Dutiva may update, improve, replace, suspend, or discontinue features from time to time. Where required by law or where a material change materially reduces paid functionality, Dutiva will provide reasonable notice.

The Service is designed for internal business use. It is not a law firm, professional employment-law or labour-law service, payroll provider, medical service, financial adviser, or substitute for qualified professional advice.

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials, authentication links, and authorized user access. You must promptly notify Dutiva if you suspect unauthorized access, compromised credentials, or misuse of the Service.

You are responsible for all activity under your account, including documents generated, information entered, users invited, subscription activity, and actions taken through connected workflows, except to the extent caused by Dutiva’s breach of these Terms.

Dutiva may require security steps, limit access, or reset credentials where reasonably necessary to protect the Service, Customer Data, or other users.

4. Subscriptions, Fees, and Payment

Paid plans are billed through Stripe in the currency, amount, and billing period shown at checkout. By subscribing to a paid plan, you authorize recurring charges until the subscription is cancelled, expires, or is otherwise terminated.

Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for taxes, duties, levies, and similar charges associated with your subscription or use of the Service.

You may cancel through the billing portal or by contacting support. Unless otherwise stated at checkout or required by law, cancellation stops future renewals and access continues until the end of the paid billing period. Where a refund is issued under the Refund and Cancellation Policy, access instead ends on the refund date.

Fees are non-refundable except where required by law or expressly stated in a written Dutiva refund policy. If Dutiva offers a free trial, beta access, discount, or promotional plan, Dutiva may modify or end that offer according to the terms presented with the offer.

5. Acceptable Use

You must use Dutiva only for lawful internal business purposes. You must not:

• Use the Service to discriminate, harass, retaliate, or otherwise violate employment, human rights, privacy, labour, workplace safety, or other applicable laws.
• Submit social insurance numbers, payment card numbers, banking credentials, medical records, personal health information, or highly sensitive employee records unless the workflow expressly supports that information and you have a lawful basis to provide it.
• Reverse engineer, scrape, crawl, overload, probe, bypass, interfere with, or attempt to defeat the Service, security controls, rate limits, or access controls.
• Resell, sublicense, publish, redistribute, or commercially exploit Dutiva templates, generated examples, workflows, or platform content as a competing product or service.
• Use AI features to generate unlawful, deceptive, harmful, discriminatory, infringing, or rights-violating content.
• Misrepresent Dutiva outputs as legal advice, legal opinions, lawyer-reviewed work product, or final professional advice.
• Upload malware, malicious code, or content that infringes third-party rights or violates applicable law.

6. Customer Data, Privacy, and Confidentiality

You retain ownership of the data, documents, prompts, files, answers, and other content you submit to Dutiva ("Customer Data"). You grant Dutiva a limited right to process Customer Data only as needed to provide, secure, support, improve, administer, and operate the Service, enforce these Terms, and comply with law.

You are responsible for ensuring that Customer Data submitted to Dutiva is lawful, accurate where required for your purposes, and provided with any authority, consent, notice, internal policy, or other legal basis required for your organization’s use of the Service.

Dutiva’s processing of personal information is described in the Privacy Policy. Where Dutiva processes personal information for a customer as a service provider or processor, the Data Processing Agreement also applies unless a separate written agreement is signed.

Dutiva does not sell Customer Data. Dutiva does not use customer HR documents or Advisor messages for third-party advertising.

Each party must use reasonable safeguards to protect confidential information received through the Service. Confidential information does not include information that is public, independently developed, lawfully received from another source, or disclosed with permission.

7. AI and Generated Content

Some Dutiva features use artificial intelligence, automated logic, retrieval systems, or generated text. You acknowledge and agree that:

• AI-generated responses, document drafts, and workflow suggestions may contain errors, omissions, outdated information, or inappropriate assumptions.
• Dutiva is not a law firm and AI outputs do not constitute legal advice, legal opinions, or professional employment-law or labour-law services.
• You are responsible for reviewing outputs, confirming facts, applying your workplace context, and obtaining legal or other professional advice for high-risk matters.
• Dutiva may apply usage limits, rate limits, formatting filters, retrieval controls, safety controls, and abuse-prevention measures to AI features.

Additional terms and notices may appear in Dutiva’s Legal Disclaimer and AI Usage Disclosure.

8. Electronic Signature and Document Workflows

If enabled, Dutiva may provide optional electronic signature, signing-link, export, or document status workflows. These tools are intended to support document administration and do not guarantee that any specific document, signature, consent process, or record will be legally sufficient for your circumstances.

You are responsible for confirming whether electronic signature, delivery, retention, and execution methods are appropriate for the document, province, territory, applicable federal regime, parties, and legal purpose involved. Dutiva may retain signing workflow records as described in the Privacy Policy and Data Retention and Deletion Policy.

9. Intellectual Property

Dutiva owns the Service, software, templates, user interface, workflows, brand assets, documentation, content architecture, and underlying generation logic. These materials are protected by Canadian and international intellectual property laws.

Subject to these Terms and your plan, Dutiva grants you a limited, non-exclusive, non-transferable right to access and use the Service and to edit, export, and use generated documents for your organization’s internal HR operations.

You may provide feedback, suggestions, or improvement ideas. Dutiva may use feedback without restriction or compensation, but will not publicly identify you as the source without permission.

10. Third-Party Services

Dutiva relies on third-party service providers for hosting, authentication, database, AI inference, payments, analytics where enabled, and network security. Third-party services may be subject to their own terms, policies, and privacy notices.

Dutiva is not responsible for third-party services outside its reasonable control. Dutiva selects providers intended to support the security, reliability, privacy, and operational commitments of the platform.

11. Suspension and Termination

You may stop using Dutiva at any time. Dutiva may suspend or terminate access if you breach these Terms, fail to pay fees, create security or legal risk, misuse the Service, or use the Service in a way that could harm Dutiva, other users, or third parties.

On termination, your right to access the Service ends. Customer Data deletion, export, and retention are governed by the Data Retention and Deletion Policy, the Privacy Policy, your plan, and applicable law.

Sections that by their nature should survive termination will survive, including payment obligations, intellectual property rights, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and dispute terms.

12. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DUTIVA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RELIABILITY.

DUTIVA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, CURRENT, COMPLETE, OR SUITABLE FOR YOUR SPECIFIC CIRCUMSTANCES. DUTIVA DOES NOT WARRANT THAT GENERATED CONTENT, DOCUMENTS, WORKFLOWS, OR ADVISOR RESPONSES WILL BE ACCURATE, COMPLETE, CURRENT, OR LEGALLY SUFFICIENT FOR ANY PARTICULAR WORKPLACE MATTER.

Nothing in these Terms limits rights, warranties, or remedies that cannot be excluded or limited under applicable law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DUTIVA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS, USE, OR BUSINESS OPPORTUNITY.

Except for amounts that cannot be limited by law, Dutiva’s aggregate liability for all claims related to the Service or these Terms will not exceed the greater of CAD $100 or the fees you paid to Dutiva for the Service during the 12 months before the event giving rise to the claim.

14. Indemnity

To the extent permitted by law, you agree to indemnify and hold harmless Dutiva, its directors, officers, employees, contractors, affiliates, and suppliers from claims, losses, liabilities, damages, costs, and expenses arising from or related to your Customer Data, your use of the Service, your breach of these Terms, your violation of law, or your violation of third-party rights.

15. Governing Law and Disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

The parties will first try to resolve disputes through good-faith negotiation. If unresolved, disputes will be brought in the courts located in Ontario unless mandatory law requires another forum. Nothing prevents either party from seeking urgent injunctive or equitable relief.

16. Changes to These Terms

Dutiva may update these Terms from time to time. For material changes, Dutiva will provide notice by email, in-app notice, website notice, or another reasonable method. Continued use of the Service after the effective date of updated Terms means you accept the updated Terms.

17. Contact

Dutiva Canada Inc.

Email: legal@dutiva.ca

Website: dutiva.ca